Federal Register / Vol. 88, No. 242 / Tuesday, December 19, 2023 / Notices 87829 

10See supra note 3. 

11For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

12 17 CFR 200.30–3(a)(12), (59). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 98869 

(November 6, 2023), 88 FR 77625 (November 13, 

2023) (SR–NYSE–2023–36). 

4 15 U.S.C. 78s(b)(2). 

5 15 U.S.C. 78s(b)(2). 

6 17 CFR 200.30–3(a)(57). 

1 15 U.S.C. 7201 et seq. 

filing. The proposed rule change, which 

modifies the Exchange’s rules by 

conforming the definition of 

Commodity-Based Trust Shares with the 

same definition used by another 

national securities exchange 10 and 

corrects the citation for the term 

‘‘commodity,’’ as defined in the 

Commodity Exchange Act, raises no 

unique or novel legal or regulatory 

issues and will lessen any potential 

confusion among market participants. 

Therefore, the Commission believes that 

waiver of the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Accordingly, the Commission hereby 

waives the 30-day operative delay and 

designates the proposed rule change 

operative upon filing.11

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2023–055 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NASDAQ–2023–055. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NASDAQ–2023–055 and should be 

submitted on or before January 9, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27805 Filed 12–18–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99161; File No. SR–NYSE– 

2023–36] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Designation of a Longer Period for 

Commission Action on Proceedings To 

Determine Whether To Approve or 

Disapprove a Proposed Rule Change 

Regarding Enhancements to Its DMM 

Program 

December 13, 2023. 

On October 23, 2023, New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to make enhancements to its 

Designated Market Maker (‘‘DMM’’) 

program. The proposed rule change was 

published for comment in the Federal 

Register on November 13, 2023.3 The 

Commission has received no comment 

letters on the proposed rule change. 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding, or as to which the 

self-regulatory organization consents, 

the Commission will either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for this 

proposed rule change is December 28, 

2023. The Commission is extending this 

45-day time period. 

The Commission finds it appropriate 

to designate a longer period within 

which to issue an order approving or 

disapproving the proposed rule change, 

so that it has sufficient time to consider 

the proposed rule change. Accordingly, 

the Commission, pursuant to section 

19(b)(2) of the Act,5 designates February 

9, 2023, as the date by which the 

Commission shall either approve or 

disapprove the proposed rule change 

(File No. SR–NYSE–2023–36). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27785 Filed 12–18–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Securities Act of 1933 Release No. 11258/ 

December 13, 2023; Securities Exchange 

Act of 1934 Release No. 99150/December 

13, 2023] 

Order Approving Public Company 

Accounting Oversight Board Budget 

and Annual Accounting Support Fee 

for Calendar Year 2024 

The Sarbanes-Oxley Act of 2002, as 

amended (the ‘‘Sarbanes-Oxley Act’’),1

established the Public Company 

Accounting Oversight Board (‘‘PCAOB’’) 

to oversee the audits of companies that 

are subject to the securities laws, and 

related matters, in order to protect the 


lotter on DSK11XQN23PROD with NOTICES1
87830 Federal Register / Vol. 88, No. 242 / Tuesday, December 19, 2023 / Notices 

2Public Law 111–203, 124 Stat. 1376 (2010). 

3 17 CFR 202.190. 

4OMB Report to the Congress on the BBEDCA 

251A Sequestration for Fiscal Year 2024 (Mar. 13, 

2023), available at https://www.whitehouse.gov/wpcontent/uploads/2023/03/BBEDCA_Sequestration_

Report_and_Letter_3-13-2024.pdf. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

interests of investors and further the 

public interest in the preparation of 

informative, accurate, and independent 

audit reports. Section 982 of the DoddFrank Wall Street Reform and Consumer 

Protection Act 2 amended the SarbanesOxley Act to provide the PCAOB with 

explicit authority to oversee auditors of 

broker-dealers registered with the 

Securities and Exchange Commission 

(the ‘‘Commission’’). The PCAOB 

accomplishes these investor protection 

and public interest goals through the 

registration of public accounting firms, 

standard setting, inspections, and 

investigation and disciplinary programs. 

The PCAOB is subject to the 

comprehensive oversight of the 

Commission. 

Section 109 of the Sarbanes-Oxley Act 

provides that the PCAOB shall establish 

a reasonable annual accounting support 

fee, as may be necessary or appropriate 

to establish and maintain the PCAOB. 

Under Section 109(f) of the SarbanesOxley Act, the aggregate annual 

accounting support fee shall not exceed 

the PCAOB’s aggregate ‘‘recoverable 

budget expenses,’’ which may include 

operating, capital, and accrued items. 

The PCAOB’s annual budget and 

accounting support fee are subject to 

approval by the Commission. In 

addition, the PCAOB must allocate the 

annual accounting support fee among 

issuers and registered brokers and 

dealers. 

Section 109(b) of the Sarbanes-Oxley 

Act directs the PCAOB to establish a 

budget for each fiscal year in accordance 

with the PCAOB’s internal procedures, 

subject to approval by the Commission. 

Rule 190 of Regulation P (the ‘‘Budget 

Rule’’) governs the Commission’s review 

and approval of PCAOB budgets and 

annual accounting support fees.3 The 

Budget Rule provides, among other 

things, a timetable for the preparation 

and submission of the PCAOB budget 

and for Commission actions related to 

each budget, a description of the 

information that should be included in 

each budget submission, limits on the 

PCAOB’s ability to incur expenses and 

obligations except as provided in the 

approved budget, procedures relating to 

supplemental budget requests, 

requirements for the PCAOB to provide 

on a quarterly basis certain budgetrelated information, and a list of 

definitions that apply to the rule and to 

general discussions of PCAOB budget 

matters. 

In accordance with the Budget Rule, 

in March 2023 the PCAOB provided the 

Commission with a narrative 

description of its program issues and 

outlook for the 2024 budget year. In 

response, the Commission provided the 

PCAOB with general budgetary 

guidance for the 2024 budget year. The 

PCAOB subsequently delivered a 

preliminary budget and budget 

justification to the Commission. Staff 

from the Commission’s Office of the 

Chief Accountant and Office of 

Financial Management dedicated a 

substantial amount of time to the review 

and analysis of the PCAOB’s programs, 

projects, and budget estimates and 

participated in a number of meetings 

with staff of the PCAOB to further 

develop the understanding of the 

PCAOB’s budget and operations. During 

the course of this review, Commission 

staff relied upon representations and 

supporting documentation from the 

PCAOB. Based on this review, the 

Commission issued a ‘‘passback’’ letter 

to the PCAOB on October 30, 2023. On 

November 16, 2023, the PCAOB adopted 

its 2024 budget and accounting support 

fee during an open meeting, and 

subsequently submitted that budget to 

the Commission for approval. 

After considering the above, the 

Commission did not identify any 

proposed disbursements in the 2024 

budget adopted by the PCAOB that are 

not properly recoverable through the 

annual accounting support fee, and the 

Commission believes that the aggregate 

proposed 2024 annual accounting 

support fee does not exceed the 

PCAOB’s aggregate recoverable budget 

expenses for 2024. 

The Commission continues to 

emphasize the importance of the 

PCAOB’s identification of efficiencies 

and process improvements. 

Accordingly, the Commission requests 

that the PCAOB continue to evaluate its 

operational efficiency, improvements, 

and budgetary needs and submit such 

assessments to the Commission in 

connection with the 2025 budget cycle. 

Coordination between the SEC and 

PCAOB continues to be important. The 

Commission directs the PCAOB during 

2024 to continue to hold monthly 

meetings, as necessary, with the 

Commission’s staff to discuss important 

policy initiatives, changes related to 

program areas, and significant impacts 

to the PCAOB’s 2024 budget, including 

significant differences between actual 

and budgeted amounts and anticipated 

cost-savings. Separately, the 

Commission directs the PCAOB to 

continue its written quarterly updates 

on recent activities, including strategic 

initiatives, for the PCAOB’s Office of 

Economic and Risk Analysis; Data, 

Security, and Technology group within 

the Office of the Chief Operating Officer; 

and Division of Registration and 

Inspections. The Commission expects 

the PCAOB to make itself available to 

meet with individual Commissioners on 

these and other topics. Further, the 

Commission requests that the PCAOB 

submit its 2023 annual report to the 

Commission by March 29, 2024. 

The Commission understands that the 

Office of Management and Budget 

(‘‘OMB’’) has determined that the 2024 

budget of the PCAOB is subject to 

sequestration under the Budget Control 

Act of 2011.4 For 2023, the PCAOB 

sequestered $19.9 million. That amount 

will become available in 2024. For 2024, 

the sequestration amount will be 5.7% 

or $21.9 million. Consequently, we 

expect the PCAOB will have 

approximately $2.0 million less funds 

available from the 2023 sequestration 

for spending in 2024. Accordingly, the 

PCAOB should submit a revised 

spending plan for 2024 reflecting a $2.0 

million reduction to budgeted 

expenditures as a result of the increase 

in sequestration amount from 2023 to 

2024.The Commission has determined 

that the PCAOB’s 2024 budget and 

annual accounting support fee are 

consistent with Section 109 of the 

Sarbanes-Oxley Act. Accordingly, 

It is ordered, pursuant to Section 109 

of the Sarbanes-Oxley Act, that the 

PCAOB budget and annual accounting 

support fee for calendar year 2024 are 

approved. 

By the Commission. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2023–27770 Filed 12–18–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99162; File No. SR– 

CboeBZX–2023–105] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend BZX 

Rule 14.11(e)(4)(C)(i) (CommodityBased Trust Shares) 

December 13, 2023. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 


lotter on DSK11XQN23PROD with NOTICES1